Takeoff
by Mechanism
Summary: Through a series of bad decisions, Spencer Wright accidentally saves Billy's life.
1. Chapter 1

Billy was ten years old when his mother knelt on the kitchen floor, hand shakily clasped over her reddened lips, eyes wide, tired, and wet. He walked into the kitchen and found her there; smiling or sobbing, he wasn't sure. She was his mother, and she was crying, so he came nervously to her side.

"Mom?" He asked tentatively, not sure if she'd been upset by his grades-he'd been doing so well lately, just for her-or something of the like. He was pretty sure it was his fault; there were only ever two reasons why his mother might cry, either money or her son. She looked up at him from beneath quivering, wet eyelashes, her eyes two flashing, distraught bulbs, bright and glossy with tears that bubbled along her lower eyelids, threatening to boil out. Her mouth trembled. In her hands was a paper that would change their lives forever. She smiled, broad and bright and happy, a daring hopefulness shining in her eyes as it hadn't in a long time.

He stood still, confused, as she leaned over and wrapped her arms around him, her heaving breast pressed tightly against his small frame. He could smell her perfume, the kind he'd saved up to get her for Christmas, the one with the bird on the bottle. It smelled terrible; if only he'd known, and if only she hadn't worn it every day since he gave it to her.

"Baruch, thank your cousin. Thank Spencer, may he rest in peace, bless his soul..." She was smiling, though; shouldn't she be sad if someone's dead? She was crying, so maybe she was sad. It was all very confusing for Billy.

"Mom? Is everything okay?" He asked, tentative, hand on her back.

"Well, sweetheart..." She leaned back and pressed a wet mom kiss to his cheek, and he cringed. He was ten already, she shouldn't treat him like a little kid. "...your cousin, the famous director? He's dead." Billy's eyes widened.

He'd never met Spencer; the man was the stuff of myths, even to the tabloids. Billy had always heard of his exploits, but he was far away, like some mythical creature on the edge of his life, overwhelming in his periphery, something he could never touch. Spencer, to Billy, was an idea more than anything, a hope. A hope that one day he could be like his cousin, be liked and respected and powerful; have clothes that weren't secondhand, and be adored. So naturally, it came as a complete surprise that death was even something within the capacity of such a powerful idea. Billy went slack jawed. He didn't care about Spencer, had never met him, but it was so strange to hear that he had died. It was like finding the corpse of a unicorn, crushed to discover that it could die.

"So what?" Billy finally said.

She didn't tell him what. She just cried into his shoulder in their apartment, fifteen minutes late for the night shift at her workplace.

* * *

Packing up all of their things was easier than Billy would have liked. He didn't like seeing the whole of his existence fitted into a suitcase. Everything he owned, all that would be left of him should he disappear, crammed into a box. He didn't like amounting to baggage claim at the airport on the way to Beverly Hills, but he wasn't complaining. This whole thing was like a dream.

There were legal hoops to jump through, but they were out of Billy's sight. He was only waist high and nobody made eye contact with him, and therefore wasn't concerned with adult problems, save for the instance of money. That was a problem he was always acutely aware of, even when he was very young, because it had always had such a great power over him. He didn't like that paper had power over him, but he grew to respect it after the first few missed Christmases.

They arrived in a limo-a _limo_-and stepped out into Beverly hills. If Billy had been overtaken during the limo ride, the mansion floored him. It was unlike anything he'd ever dreamed of; when they walked inside, it was so huge, he wondered what gave them the right to keep it all for only two people. Pretty much everything was still intact, furniture much as it had been left when Spencer died. It was so much bigger than his old apartment that it made him dizzy, like a goldfish int he ocean. He just stood there, mouth agape, while his mom conversed with a man in a suit. He handed her a ring of keys, and bid them good day.

There were many rooms for Billy to choose from to sleep in, but he chose one up stairs. It was spacious and full of interesting-albeit frightening to some degree-things. He walked in, a computer with an enormous, wall-mounted monitor to his left, and a bed to his right. This room was different from the others in the house. No other room had a single picture on the wall or anything that looked personal; it was like a doll house, built out of plastic. But this room, it was incredible. There were large, tiki-head type things stuffed in the closet, and posters on the walls of classic movies that hadn't been popular in years, most of which Billy was never allowed to see. All movies he hadn't been allowed to rent because they were rated R and his mom was afraid they'd give him nightmares. They did scare him a little, he had to admit, a tremble rushing down his back, but he was ten years old and could handle it. He was big now, and had to protect his mom from this new place and its new people.

"Baruch? Are you up here?" He heard his mom call. It was so strange; she'd never had to call him before, their apartment was so small he was never far enough away. He grinned brightly and ran out of the strange bedroom, out into the hallway, where she stood at the opening of the stairs. "Oh my goodness." She whispered, pushing the tips of her fingers to her lips and looking taken aback. Billy was briefly afraid that he'd broken something.

"I didn't touch nothin'!" He said, putting his hands up, as if to prove his innocence by the lack of blood on them. She exhaled sharply and smiled, a little oddly, walking up to him.

"Not that room, sweetie. Don't go into that room."

Billy was hit with a pang of betrayal. "_Whaaat_? But Mom, that room is the best ever! There's posters and action figures and-"

"Baruch, that's Spencer's room."

Billy froze. Looked up at her concerned, gentle gaze, and then looked at his sneakers. "...oh. I'm sorry." Billy didn't really understand; it wasn't as though Spencer would be wanting it back any time soon, but he understood enough about respect to know that he shouldn't dawdle in Spencer's things. That was private, even if he was dead.

His mom grinned, her eyes twinkling, and snatched at him playfully. "It might be haunted!" She made a little spooky noise, altering the pitch and cadence of her voice, and tickled under his arms. He squirmed, because he was too old for these shenanigans, but was laughing almost immediately.

"There's no such thing as ghosts, Mom!" He squealed through fits of laughter.

"It's haunted, and cousin Spencer is gonna eat you up!" She made an act of gobbling at Billy's hands. Billy was too old for that trick, but he was laughing anyway. She pulled back suddenly, smiling softly.

"Now, come down stairs. It's time for lunch."

"Pbj?"

"Naturally."

* * *

It took a while for them to settle in properly. Billy occupied a room next to Spencer's, but even though he was told to never open the door-and he certainly was scared to, he'd always been easily spooked-the place seemed to call to him endlessly. Maybe it was the mischief of it, the promise of posters from movies he wasn't allowed to watch, but sometimes he'd walk by it and the door would swing open, just a crack, and the way the light from the hallways caved into the dark room would sing like it was trying to suck him in.

He didn't do it, of course. For a long time there were too many other, more interesting things to occupy himself with in the new house. For the first few days he just ran around a lot, using up all of his new space, running up and down the stairs and making use of the elevator, which covered all three floors of the house plus the basement, which seemed to be another entire house on its own.

His mother seemed happier than she'd ever been. She didn't seem to really appreciate the extra space, but the money Spencer had left behind-there were too many zeroes, Billy wasn't even sure how much it was-was enough to cure the worries that had left lines around her eyes and at the edges of her mouth even though she was so young.

For a while, he played Spencer's X-box and swam in the pool. He hadn't really had a lot of good friends at his old home, so he didn't really miss anyone.

But, after a while, all of those things, though wonderful, seemed to melt into his life seamlessly. He fit well into big spaces, he found, and eventually he simply settled like disturbed dust. His mother began talking about enrolling him in school that upcoming August, which Billy secretly dreaded.

Once all the thrill had died down, he was left with one last mystery.

Spencer's room.

He knew beyond knowing that he was never supposed to go inside, mostly out of respect for Spencer. He and his mother had a lot to be thankful for, and even though the reasons behind it had been entirely unclear, Spencer had left everything to them. But Billy passed Spencer's room on the way to his every day, always tempted to turn the doorknob, to switch the lights on and scare the promise of ghosts away. It was so tempting, when the door would crack open or when Billy would wake up to find his room rearranged, to know if Spencer was really still around, if he really wanted to gobble Billy up. Billy told his mom about all of these things, but she just shook her head and told him not to be silly, that if he was going to play pretend he should pretend to march up stairs and clean his room. Which he did, with dramatic flare, to be a smartass. She didn't think it was funny.

The suspense accumulated until he caved.

**ATTEMPT 1**

He thumbed over the switch on his flashlight, hesitant but determined, swallowing the lump in his throat. It was noon on a Saturday, the birds outside singing, and Billy thought it would be a time too happy for a ghosts to hunt him. He didn't need the flashlight especially, but the light switch in Spencer's room, if Billy remembered correctly, was at the far end of it. He'd have to traverse the dark of the room before he could turn on the lights, and if there was a ghost, he wanted to at least see it before it killed him.

"Okay, Billy, you can do it." He said, pumping himself up. He was big, he was tough, he could take the ghost.

He slammed the door open, and for a strange, confusing second, the lights were on,and the room was not in the state it had been in when last he saw it.

Movies on the floor, DVD cases open, covers on the bed thrown to the side. And then, as quickly as he'd seen it all, the light went off again.

Billy screamed.

**ATTEMPT 2**

This time, Billy was ready. His mom was outside tending the yard, which meant two things. Firstly, he was alone in the house, and he might die. Secondly, this time he wouldn't be so embarrassed when he let out a blood curdling scream, since his mom couldn't come thundering up the stairs thinking he was dying. He wasn't sure which was more important to him at ten years old; his life or his dignity.

He swallowed thickly, flashlight in hand, and turned the doorknob.

The door flew open when he pushed it. He stumbled into the dark, panic racing up his veins as he ran to the other side of he room, slamming into the wall and searching frantically for the light switch.

He found it, flicked it on, and turned around, pointing his flashlight out into the now bright room like it might ward away a monster.

There was nothing. The room had been restored to the way it was before, but Billy knew his mother would never come in here to clean, much less mess the room up like it had been during his last visit. The electronics were off, camera and tripod tucked away into the closet with the tiki heads, frightening monster masks lined up on shelves beside the bed rather than scattered about the floor. His breathed slowed, his heart thundering down to a gentle throb.

He lowered the now useless flashlight and looked around. Somehow, he'd been expecting something much more spectacular than this. He had rather wanted his feat of bravery to be accompanied by fanfare. He turned the flashlight off and threw it on the empty bed of his dead cousin, decided that this wouldn't be an opportunity totally wasted. Just because he wasn't accosted by a spirit didn't mean this wasn't exciting, though to be honest this bedroom more closely resembled one belonging to a child than one belonging to a famous director.

So Billy rifled around for a while, looking under the bed, finding movies that he wasn't supposed to watch; a few of them had scantily clad girls on the cases, which made him uncomfortable, but curious enough to stare for awhile before putting them back where he found them. He figured he'd have to use this time wisely while his mother wasn't around to scold him for intruding.

Eventually he reached the last part of the memorabilia from his dead idol, Spencer. His camera.

It was new, but nothing fancy; a handheld camcorder with a tripod as an accessory. Billy turned it over in his hands, wondering if he could film something with it if he was sneaky. He flipped open the side screen and was startled to find the thing in full functioning order. He'd never used one before, but it was fairly intuitive, so he figured it out quickly.

There were videos already on the camera. Some seemed pretty old, from when Spencer was alive, but there were some that seemed...odd.

He set the last one to play and watched it on the little screen. He was startled to find himself on it.

It was him, the day he moved in. He saw, with strange, detached horror, his own stunned stupid expression upon seeing the opulence of the mansion for the first time. The footage cut away, this time from the ceiling over the dinner table, as Billy picked peas that had mixed with his mashed potatoes out and set them on the side of his plate before stirring in gravy. It cut away again; Billy and his mother at the poolside, both in swimsuits, playing together.

Billy dropped it, his heart seeming to stop. Someone was in the house, and they'd been taping him and his mother.

Much to his horror, the camera stopped in midair, cradled carefully by nothing. He ran screaming from the room.

He slammed the door shut behind him and bolted down the stairway, stopping in the kitchen the catch his breath, hand on the table, enough distance between him and the floating camera for him to feel safe.

He shook his head, heart pounding. "Third time's the charm." He whispered under his breath, feeling the swell of a challenge bloom in his heart along side the fear.

**ATTEMPT 3**

As it turned out, the third time was not the charm.

**ATTEMPT 4**

Billy's curiosity made him brave. Years of action movies and cartoons had prepared him for this moment, perched in front of the door to Spencer's old room.

Billy was so sure that he was in there, even if his mom didn't believe him; of course she didn't, she was a grown-up, and this was a kid problem. He'd have to be brave if he wanted to conquer a kid problem properly, or finally discover the secrets of Spencer's old room, with its strange horror paraphernalia and its shut curtains. It was the strangest room in the house, marked so clearly with Spencer's presence.

All week since his last encounter, Billy had kept an eye out for the floating camera; if it had been filming him, it'd have to appear at some point, and how that he was aware of it, he was sure he could spot the thing.

At the mall he'd thought he'd caught a glimpse of it following him around, before his mother's hand directed him back to the task at hand; picking out school clothes. June was progressing steadily into July, and soon it would be time for Billy to go back to school. The thought made him uncomfortable like it made him uncomfortable to be in the mall; at first it had been huge and exciting, he'd never been in one this spacious or with so much stuff, but it quickly became intimidating. Even though his mom feigned confidence, he could tell she was just as lost as he was, from the way she bit the inside of her cheek when looking at price tags to the way she jiggled her knee while waiting for him to get out of the changing room. He picked out his clothes, and the camera was not seen.

Nor was it spotted when he was playing in the pool, or when he watched cartoons, or when he spilled spaghetti on his shirt and got flustered when his mom tried to clean it up for him-he could do it himself, he wasn't a baby-only to be scolded for being so messy.

All of it had culminated in this moment. He licked his lips and adjusted the bill of his baseball cap, wearing it like he imagined a soldier wears a helmet. He spent the few nights of that week straining to hear sounds int he house, swearing eh heard them, only to find them to be imagined. This whole 'Spencer's mysterious room' thing had gotten way out of hand. If it was a ghost or not, he didn't care; he just wanted to know what was going on, and if he or his mom were in danger. But his mom didn't believe, so it was up to him to protect her.

"I know you're in there." He whispered quietly, hand on the doorknob, bracing himself for whatever lay in wait for him.

He opened the door slowly. The light was on, the bed was messed up, and the computer was booted up and operational. The camera, on it's tripod, stared at him with it's beady, black bulb of a lens from across the room. He made eye contact with the thing, saw the fish eye reflection of himself in it's inky surface, when something joined him in that reflection, something that flashed in his periphery.

He turned, and a grotesque, rotted face met his eyes. He screamed and recoiled, tripping backwards and slamming the door shut; his mother, in the pool outside, would never hear him. Rotten flesh slid from the creature's face like greasy, grey pudding, eye bulging out of their sockets like some kind of distended, bloated frog, its maw opening, toothless and fleshy, reamed with dark, wet slime. He didn't know he was screaming until his lungs burned for air, eyes locked wide open.

He only stopped to inhale, blinking fearfully, only to find that...this was a mask.

A beautifully crafted, done-up with fake slime mask, maybe, like one from things he can't watch-and now that he's almost had a heart attack, he thinks he knows why-and comics he can't read, but it was fake. Very, very fake. And floating in front of him, lifeless.

Something slipped over his head in a blur, and when he blinked, someone joined the mask. His paralyzing fear remained, but he was too stunned and confused to muster any screams or run away. He felt weight of something on his chest, hanging around his neck, felt fingertips slip from around it, icy cold ones.

"Ah, it's no fun to scare kids." It was a voice, gravelly, adult, but very human, and very real. Slowly, Billy released a breath he didn't know he'd been holding, his arms shaking, lips quivering, heart pounding against his ribcage so hard it hurt. "Scares like that are cheap, anyhow."

The mask hit the floor. Before him, suspended in the air like a stream of mist, was Spencer Wright.

Billy had seen him on tv, in interviews with designer sunglasses on, saying intelligent stuff Billy didn't understand. He was tell, broad shouldered, and young for someone with his degree of success. He had big, dark, intelligent eyes, the kind that had always represented hope for Spencer, the eyes of the unicorn he thought he'd found dead.

But here it was, alive and kicking. Spencer was translucent, Billy noticed, and a strange shade of greyish purple, closer to some shade of pink. His half hooded eyes regarded Billy with vague disdain, lip curling a little, his perfect, finely styled hair framing his still boyish face. He looked younger than Billy would have predicted; he knew that Spencer was twenty six when he died, but also that the young man had accrued more awards than Billy had action figures by the time he was fifteen. His shirt was long sleeved, red at the arms and white at the chest, with some kind of monster emblazoned on it.

Billy's breathing slowed.

Wow. _Wow._ He couldn't believe this was happening; there was a real live ghost in his house! Well, maybe not _live,_ what with being a ghost and all, but wow, he was right. His mom was right, ghosts were real.

"Whoa." His whispered under his breath, expression in awe. Spencer arched a perfectly groomed, dark line of an eyebrow.

"Don't look so surprised, brat. You caught me here once before." Spencer didn't seem as scary as Billy would have imagined. The ghost lounged on his back, sailing calmly back into the other side of the room. "I mean, you moved into my house, what did you expect?" Billy isn't really sure. For a grown up, Spencer sure seemed to operate on a child's logic.

"Um, are you Spencer? My cousin?" Billy asked, slowly standing, a strange Ghostbusters trinket hanging from his neck. He wasn't afraid any more; Spencer may have been a ghost, but he seemed about as harmless as one could be. Besides, Billy was still at an age where he could believe in ghosts, where this could be incorporated easily into his life. Though he wouldn't think to consider it, this probably played into Spencer's decision to reveal himself.

Spencer didn't act like a grown-up. He definitely wasn't as energetic as Billy, and seemed to be rather foul tempered, but he made eye contact with Billy, even though the child was only waist high. Spencer seemed lofty and distant, like the dream Billy had been trying to catch ever since he could remember.

"Yeah, that's me. Famous director, Spencer Wright, dead and at your service." He made a lazy mockery of a bowing gesture. He looked up at Billy, who seemed stunned. "I hate kids, you know, but it seems like I don't have a choice. Your mother would have a heart attack, and nobody around here will visit me 'cause I'm dead." Spencer lamented, eyes scanning over Billy in a way that made him uneasy. It was always that way, when he was around someone who seemed too smart for their own good, people Billy had trouble with because he didn't understand them.

Spencer obviously didn't like Billy, and that didn't sit well with Billy at all. He was used to being strange, to having a name like Baruch in elementary school, but Spencer had always been the light at the end of the tunnel, even if he didn't know it. Billy refused to be a disappointment.

"So..." Billy grinned widely, crooked teeth and fading freckles. "...you're my new best friend, huh?" he'd make Spencer like him if he died doing it.

Spencer at least had the decency to appear offended.


	2. Chapter 2

Billy was twelve when he heard Spencer sing for the first time.

He'd been sneaking into Spencer's room occasionally since their meeting two years earlier, even though Spencer seemed comfortable enough to follow him around the house when he wasn't watching movies or sneaking things from the fridge. Naturally, his mother could never know; Spencer's rooms was still something to be avoided. Although Billy used to think she was kidding when she said Spencer was a ghost, Billy now suspected that she was genuinely spooked by the room and all it meant for their family. It wasn't especially unusual, he guessed. He'd been scared, too, before he'd actually met Spencer.

He was laying on Spencer's bed, kicking his feet around and flipping through one of Spencer's countless comic books. Behind him, he could hear Spencer cleaning up in his closet; it was too hot to go outside, July in full swing, and Billy was getting bored with his games and toys. Thus, he'd decided to pay Spencer a visit, since the ghost had been cooped up in his room all day anyway.

A few minutes in, Spencer began to hum softly; just a little, under his breath and smothered by the sounds of his efforts, but Billy caught it on the air. He decided not to say anything, to see where this would go, and after a few minutes, Spencer was singing.

Billy recognized the song, it was old. He didn't really know much about music, but he listened to it ravenously, even when he was really little.

"Blackbird singin' in the dead of night..." Spencer sang, soft and distracted, but Billy had to admit; he had the nicest voice. It wasn't anything like his usual tone, which was usually tinged with scorn and disinterest. Billy mostly thought he was just grouchy about being a ghost, but it was hard to tell. Spencer was a person with a lot of layers to him, and with every one Billy peeled away, the director seemed to only complicate further.

Billy was humming along with him after a few moments, lost in the soft sound of Spencer's voice. It was normally pretty boyish, the same way he had a face too young for his years, but he had a range that colored a rich, gravelly timbre beyond Billy's young, underdeveloped vocal capacity. But if he kept his range managed, Billy found, he could harmonize prettily with Spencer.

After a while Spencer finished the song and went quiet. Billy felt eyes on him, and turned around, only to find the ghost hovering just above him.

"Aah!" He leapt back, startled. "Don't do that to me, dude!" He breathed out through a soft, relieved smile.

"Don't call me 'dude,' this isn't the Jersey shore." Spencer groused, eyeing him in a peculiar way. Billy frowned at him. The ghost was wearing a button up and a tie today; his outfits seemed subject to his whim, able to change at an instant's notice. His tie dragged along Billy's chest like the head of a snake as he slid to Billy's eye level.

"Jeez, Spence, you sound more and more like an old man every day." Spencer gave him a hard look. Billy grinned. "Are you old a bitter?"

Spencer cracked a wry half-smile, a rare commodity. Spencer didn't smile a whole lot, but Billy always felt a swell of pride when he could make Spencer flash those pretty pearly whites. "A little tart, I suppose." Spencer floated down to lay beside him on the bed.

"You can sing pretty good." Billy commented.

Spencer stiffened visibly, jaw tensing, but then calmed. "Yeah, I used to sing a little, back when I was a bit older than you. I wasn't big-time good, though. Just 'mediocre' good."

Billy looked up at the ceiling. He didn't understand how someone could make music and _not_ fall in love with it, how they could do it and _not_ try their hardest.

"How can you make music, and not never give up? If I made music, I'd try as hard as I could." Billy said, turning to look at Spencer, surprised to find the man already turning to look at him.

"I wasn't good enough, you know? You make money doing what you're good at." Spencer said. "Besides, movies were my passion." He paused, a glint in his dark, intelligent eyes. Billy grew suspicious; he knew those eyes now, and he knew that glint meant that Spencer was on to something. "What are you good at, Billy?" The director asked.

Billy paused; that one kinda stung.

"Nothing. I mean, my grades are okay, I guess. But I'm not really good at anything, I'm just..." He used the word 'okay' pretty loosely. He made mostly Cs.

"Consistently average?" Spencer filled in.

Billy laughed. "Yeah, I guess. I used to wanna be a cowboy when I was little, but that's a dream for babies."

"Maybe you should make music, then, since you like it so much." Spencer suggested, a sly look slipping from beneath his eyelashes. Everything Spencer said seemed to linger on his tongue like he was tasting the words. It was like it had a purpose, like he was about to serve an idea like a dish to a guest. Billy laughed a little.

"I'm not any good at it." Billy said, clicking his tongue on his crooked teeth.

"Then get good. Everybody starts somewhere. Don't you want to make something you love for other people to enjoy?" A smile quirked the side of Spencer's mouth, a subtle narrowing of his eyes.

Those words were like poison. Billy bit his lips, closed his eyes, and wondered what it would be like. He could feel Spencer smiling, somehow, like a fisherman reeling in something big.

* * *

Slowly, Spencer seemed to care less and less about a lot of things. It worried Billy a little, like it was part of Spencer's decay. He was afraid that the ghost would rot with the corpse, a thought unusually morbid for a person as typically up-beat as Billy. Spencer talked like he didn't have any intention of withering, though.

"Hey, Spence?" Billy asked, knocking on his bedroom door. Despite having no earthly gravitation to the place, Spencer spent most of his time there. It seemed like there wasn't anything outside that interested him especially, and he generally kept to himself.

Spencer phased through the door, something Billy always thought was cool, and gave him a despondent stare. "It's three in the fucking morning." Spencer stated flatly. He didn't sleep, but he liked to pretend to keep a schedule, if only to set boundaries for exactly how much time he would spend with Billy. Billy understood it; Spencer was an adult, and he was dead, and he didn't seem to care about much beside himself and movies. It was strange, because he seemed like such an aggressive, ambitious person when Billy could get him talking. Billy wondered if he was more like that when he was alive.

"Yeah, I know, my mom's out cold. You should come watch tv with me or something, since she's not walkin' around in the house." Honestly, Billy just couldn't sleep. Although he did have other friends, Spencer was the only person he ever really spent significant time with. He bounced thoughts of of Spencer like a person bounces thoughts off of their own brain, it was such a constant, honest stream of connection.

Spencer regarded him sharply. "I want coffee." He said finally.

Billy's brow furrowed. "Coffee?" When Spencer ate from the kitchen, it was usually just junk food.

"Yeah. I used to like it a lot when I was alive." He said it like everything about him was past tense, even things like what he enjoyed, parts of his personality. Did he not think his personality existed any more? Billy didn't want to think too hard about the implications of that. "If you make me some coffee, we'll watch tv together." Of course it came with a stipulation. Spencer never seemed to do anything for free. Billy initially wanted to chalk it up to greed, but that wasn't it at all.

Spencer was a jerk, but he was a fair jerk. Ever since Billy met him, he'd been so give-and-take. He was annoyingly objective, Billy found. It wasn't something he, as a person driven mostly be emotional impulses, found understandable.

Billy shrugged. "Yeah, sure. Lets go." He led the way down the stairs and Spencer floated languidly behind him.

He reached the kitchen and flicked the light on. He didn't totally understand the fancy coffee machine that perched on the counter, but he could press a button well enough. It produced a precious cup of bitter brown liquid.

"How do you want this?" Billy asked Spencer, who was adjusting his tie and looking petulant. "Cream. No sugar. Heavy, heavy on the cream."

It turned out that Billy actually had to pour out some of the coffee to fit in the amount of cream Spencer wanted, but it was worth it when he saw Spencer's normally tense shoulders relax as he sipped it. Spencer hummed contentedly under his breath.

"Can we watch tv now?" Billy asked. He didn't want to push Spencer when he was in a good mood; he liked when Spencer was in a good mood. It made him feel a little brighter, a feeling tucked somewhere under his guts. He wasn't sure what it meant, but it made him shift uncomfortably.

"Oh, yes. You can go start up whatever you want." He looked at Billy suddenly. "I have something for you, actually. I had intended on giving it to you later, but since you want to stay up all night, I guess it won't matter. Be back in a minute." And with that, Spencer sailed out of the kitchen, handing his empty cup to Billy, who put it in the sink.

Billy put in a movie and Spencer came back. He was carrying two boxes, both quite huge, lifting them by some ghostly miracle, Billy could only assume. He placed them on the floor as the movie started up, the volume low as not to wake Billy's mother.

"What's all this junk?" Billy asked. Spencer threw him a short, tepid look.

"It's very old, mostly. Help me open the boxes." Billy slid off the couch and did as he was told.

One contained a record player. The other was stacked full of records, precious vinyl. "Wow." Billy muttered. "Where'd you get all this stuff?" Spencer shrugged.

"It's for you. Well, technically you owned it, but it's from my private collection and I considered it still mine, and that's all that matters." He pulled out a record and flipped it delicately in his hands. Spencer had long fingers, long and thin, like spiders legs. They were sort of strange sometimes, but they looked pretty precise and pretty when they twirled the thin disk so deftly.

"Why are you giving me this?" Billy asked. Spencer's eyes flashed.

"You like music, right?" Billy grinned.

"I love it!"

"Then that's why."

Billy looked through them later. They were of all different genres, but all classics, ranging from Beethoven to the Beatles. In the years to come, they would become one of Billy's most well-loved possessions. Spencer was a lot kinder than he let on, Billy discovered. In a subtle, significant way.

* * *

"Alright broham sandwich-"

"Do not call me that, Billy, I'll slap you off of that bike this instant." Spencer barked back, but there was a hint of a smile hidden in the dip of a dimple that formed in his cheek.

"Whoa, somebody's grouchy. Anyway, get ready!" Billy grabbed the handlebars of his new bike. Spencer just looked incredulous, floating there, but Billy could see the dark smile in his eyes. Spencer was somewhere between enjoying Billy's company and enjoying the prospect of Billy falling and busting his face in. Billy was beginning to suspect that most long-standing friendships worked like that on some level.

Spencer held the camera and pointed it at Billy, giving him an approving thumbs up. "All right!" Billy said, looking forward and taking his feet off of the ground. Before him was the patch of land just behind his house, outside of his fenced in yard. It was a dip into a ravine next to small, polluted stream, and it was worn down with bike tracks. Billy had been wanting to take another spin at it all week.

"Billy, if you get hurt, I can't call an ambulance." Spencer warned. Billy rolled his eyes; yeah, 'be careful' says the _dead guy_. What a hypocrite.

"Just because _you_ can't handle my mad skills doesn't mean _I_ cant." Billy said smugly as he began to roll down the hill.

Billy woke up in the hospital with a cast on his leg. He and Spencer watched the video of his crash later, and Billy kept it as a trophy, even though it was kinda scary to watch.

* * *

Spencer was actually pretty cool during his first few weeks Billy spent with his cast on. At first he made fun of Billy for doing something stupid-it made Billy's cheeks and chest burn-but then he spent time in Billy's room with him, something pretty rare. He brought comic books to read to him, and some days, when it was especially hot outside, they'd just lay on Billy's bed and listen to the records Spencer gave him.

Billy's mother, of course, was in a tizzy. His bike had been taken away, and she spent a lot of time checking in on him and taking his temperature.

"Baruch, what am I gonna do with you?" She'd sigh, handing him pain killers.

"Don't call my Baruch, mom, its such a weird name." He'd grunt, and she'd roll her eyes. Kids.

"Billy, Here, I think you'll like this one." Spencer put on what Billy had grown to recognize as Tchaikovsky. It was beautiful, no doubt. Billy closed his eyes.

Confined to his bed, music was like a door to another world, like Narnia or something. He could lose himself in it, which was fantastic, because being so bedridden might have driven him crazy otherwise.

"Next, we'll listen to something from the European invasion, I should think. Good change of pace. And then something in the rap genre, since we haven't listened to any recently." Spencer said, more to himself than anything. Spencer had a good talking voice, Billy noticed, lying there with his eyes closed. It was so much easier to hear when his vision wasn't distracting him, and he'd spent so much time with Spencer's voice he'd assumed he'd known it perfectly. But it had a hidden timbre, its surface smoothness like the grating of resin as a bow passed over strings made from cat gut. But it's grind, that low, sparking part of it that was too masculine, and that came out when Spencer spoke too earnestly; that was more like the vibration and twang of a bass guitar, low and abrasive. Spencer felt acute deja-vu.

What a good voice.

Billy opened his eyes. "Can I sing, Broseidon, king of the brocean?" Billy said, smiling at Spencer from across the room. For a change, Spencer smiled back, putting on some Bobby McFerrin with his long, nimble hands. "Don't worry, be happy." he lied about the European invasion, but Spencer was never good at following his own rules, only at making sure other people followed them.

"Don't call me that." Spencer said, and then considered the question. "You can if you want to. Do you want to?" Spencer asked. Billy sat up in his bed, leg immobile.

"More than anything, I think. Is it weird?"

"Not at all." Spencer said, floating over to Spencer.

Billy swallowed his pride, sucked in his lip, furrowed his brow. If it were anyone else, he'd do this without hesitation, but this was Spencer he was talking about. Spencer was very critical, blunt, and a person whose opinion meant the world to Billy, even if he'd never admit it.

"Spence, can I sing for you?" He asked, heart beating hard.

Spencer gave him a long stare. "Of course, by all means. What are you gonna sing?"

"Dunno. Can I sing along with this?"

"Sure."

Billy cleared his throat once, and then twice, and then a third time because he felt so nervous. Spencer didn't seem impatient, he simply sat at the foot of Billy's bed and stared quietly at him, expectant but not urgent. He had that calm, contemplative look in his eyes.

"Don't be nervous. It doesn't have to be perfect. You only have to try. That's all you can ever do." Those words seemed awfully serious to Billy, but he let it go, unsure of what to make of them.

Billy sang for him. He could tell that he messed parts of it up, but Spencer didn't cringe or reprimand him. He tried hard, though, as hard as he could, to get it right, and it felt good. He felt like he could say things-albeit clumsily-with tone and cadence that he couldn't otherwise, through simple conversation. It felt really, really good to sing, raised hairs on his arms, made time impossible to perceive. After a while, he forgot about Spencer completely.

The song ended. Billy looked up, and Spencer was still sitting there, staring evenly at him. Billy wasn't used to being nervous, but he was.

"You're not good." Spencer said.

Billy's heart fell. He felt like crying. "O-oh." His spit felt thick in his mouth.

"Do it again."

"Huh?" Spencer looked up.

"Do you hate what I just said?" Billy froze. Hate? He wasn't sure. He was disappointed, not angry. But it was a brand of hate a brand of cold ice in his veins, he realized. Just not the hate he was used to, not the kind of hate he felt when he got picked on at school, or when his mom would punish him.

"I...I guess. A little, I'm sorry, I mean-"

"Don't make excuses. Do you love music?"

"Yes!" More than anything, with every day that love grew, blossomed. He'd always loved music, but Spencer gave it to him so openly, he quickly became ravenous.

"Then don't apologize for your performance." Billy didn't understand what Spencer wanted from him. "Now sing again. Over and over, enjoy it until it hurts, and then a little more."

Billy wanted to, he found. He wanted to, so badly it almost hurt.

"I'm gonna change your mind." Billy said sharply, glaring up at Spencer.

Spencer gave him a warm, hard smile. His eyes flashed again, dark pupils widening.

"I look forward to the day."

Spencer put on Simon & Garfunkel, The Sounds Of Silence, and Billy sang until his throat burned up.

* * *

"Baruch, be careful." Billy's mother supported him on the stairs as he stumbled down them on crutches.

A couple of his friends from school had come over the previous day and signed his cast, and he was proud enough to be motivated by it. He decided to try out his crutches so he could at least move around his own house.

"If you break your neck, I'm going to murder you and bury you int he yard. No one will ever know." His mother threatened. Billy just rolled his eyes. Spencer was spotting him invisibly, so it wasn't as though he was in any actual danger.

Spencer floated beside him along the staircase, watching him carefully.

"If she murders you and buries you in the yard and I'm the sole witness, I will set your corpse on fire." Spencer said flatly. Billy kicked at him at his own expense, almost tumbling down the stairs.

* * *

Billy later discovered that Spencer could play piano. When asked why he never told anyone before, Spencer just shrugged.

"It was never relevant to my career." He said. Spencer seemed to be purely driven by ambition, less frivolous than Billy by far.

"Can you play for me?" Billy asked, almost feverishly, with enthusiasm he was too excited to be embarrassed about. Spencer gave him a genuinely surprised expression.

"You want to hear me play? It's not exciting." Spencer said. Billy put down the Xbox controller and stood up.

"C'mon, my mom's out shopping, you can totally get away with it." Billy said, eyes twinkling with joy. Spencer rolled his own eyes, languid and sprawled on the couch like a big cat. He was dressed in that shirt with the red monster on it again, a can of red bull perched on his chest. Spencer didn't need to eat or drink, but he did it anyway. He liked to indulge in things, and didn't seem to care much about rules anymore. He was too dead to fear consequences of anything, Billy figured.

"You're so impatient." Spencer drawled.

"Well, yeah, mostly because you're so slow!" Billy argued. Spencer floated up into the air and put the half empty can of energy drink onto the coffee table.

"Alright, alright, I'll play. What would you like me to play?" Spencer asked as Billy led to the way to the sitting room. It was big, and unused, and had a piano in it that nobody-besides Spencer, apparently-in the house could play.

"I don't, know, whatever you know how to play, I guess! If you get up there and plink out 'Mary Had A Little lamb', I'll laugh at you, though." Billy said, flashing a grin at Spencer, who rolled his eyes.

Spencer sat down on the dark, gleaming piano bench and flipped up the lip of wood over the ivory keys. They shone, glossy, and for a moment Billy saw Spencer seem to get lost. "You know, music was never my thing, not really. I wanted more than that. But..." He touched the keys. "...I always liked the piano." Billy had expected as much; Spencer was too good at understanding music not to be able to make it.

"Shit." Spencer whispered. "Give me a minute." He closed his eyes and placed his hands over the keys. They hovered there, wrists suspended as if cupped around bubbles of air, hanging there, fingers spread and softly curved over the keys. His fingertips hovered over them carefully.

Billy was suddenly aware that he was seeing an intensely intimate thing, something he almost understood, as an aspiring musician. It seemed sacred, private, like walking in on a lover's touch. Billy was very quiet, wanting to disappear and just listen to whatever Spencer might produce, making a face like that, fingers twitching like they were. Anticipatory, adoring, his eyes scanned over the keys. "I played when I was a kid, and into adulthood." Spencer said, as an afterthought. "I might be a little rusty, though."

In one motion, Spencer lowered his fingers, and began to play. It wasn't what Billy expected, though certainly beautiful.

It was lumbering and fierce, loping, heavy, and angry. It's rhythm was deep and simple, its higher notes tumultuous and unpredictable. It was beautiful, though Billy had no idea what it was. Spencer's fingers danced in ways that Billy could only envy, his long fingers moving quickly and perfectly, artful calculations streaming through his veins. Spencer's feet worked the pedals while his fingers worked the keys, eyes shut, dark, soot colored eyelashes fanned out against his high, translucent cheekbones. It was so fierce, so unexpected, so audibly rich, that Billy couldn't help his fixation on those fingers, on that sound. Spencer was good, unbelievably so; how had not told anyone, how had he not pursued a career in music? Billy didn't understand him at all.

When Spencer wound down to a finish, a rising crescendo melting into a deliciously rich and hateful melody, he opened his eyes and breathed out calmly into a room with a soundless, one person audience. It really was a shame that Spencer was dead, Billy thought.

"Teach me." Billy said, hunger seeping through his voice. He didn't bother to hide it.

Spencer smiled, wide and genuine, teeth showing, a gleam in his eyes. "Climb on."

Billy climbed on next to him, and then into Spencer's lap. In any other context, the contact would've been weird and awkward, but right then Billy couldn't think of a better place to be. Billy placed his hands on top of Spencer's two translucent, ghostly hands, and they began to move yet again, this time producing a much sweeter sound.

It was only one of the many, many things Spencer would teach Billy in the course of his life.

* * *

**AN**: Woowow ok holy shit, didn't think i'd actually keep working on this, but then i did? um

idk if its actually any good or not, spencer's taste in music notwithstanding, (since i sort of took a lot of liberties with spencer's character, mostly with the intention of developing him in a backwards sort of way. he's going to get more dickish and then a lot less dickish very suddenly, i promise. theres a reason.) so reviews r much appreciated! i cant rly write my way out a wet paper bag, so this is sorta for funsies, haha


End file.
